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In China, the thirty-year economic reform reflects the process of moving from planned economy towards market economy. This could be seen from the changes in the 2005 Company Law, which recognizes the owners’ property rights and gives more freedoms to them to decide various matters. In this new edition, besides offering a systemic discussion of the nature of companies, the constitution of companies, the establishment of various companies, role and function of various parties in corporate governance, and corporate financing, Gu Minkang highlights the major changes in the 2005 Company Law, and addresses many new issues such as shareholders’ derivative action, American limited liability company, and asset restructuring of listed companies. Another important feature is a comparison between the 1993 Company Law and the 2005 Company Law that will facilitate reading and understanding.
This comprehensive and up-to-date presentation of Chinese company law will be of value to all who are involved in business with and in China and their legal advisors, and to students of Chinese company law.
Preface to the Second Edition
Preface to the First Edition
Chapter 1: General Introduction
I. Short history of Chinese company law
II. Overview of existing problems
III. Research methodology of this book
IV. The evolution of Chinese company law
V. A brief introduction to Hong Kong company law
VI. A brief introduction to Taiwanese company law
VII. A brief introduction to American company law
Chapter 2: Nature of Companies
I. Definition of companies
II. Types of companies
III. Nature of companies
IV. Incorporation versus incorporated
V. Branch companies and subsidiary companies
VI. Foreign companies
Chapter 3: Constitution of Companies
I. Names of a company's constitution
II. The nature of the articles of association
III. Articles of association should be filed or approved in China
IV. Powers of shareholders under the articles of association
V. Contents of the articles of association
Chapter 4: Establishment of Limited Liability Companies
I. Introduction
II. Establishment
III. One person company
IV. Establishment of a special LLC: A wholly state-owned company
V. Foreign investment entities which are LLCs
Chapter 5: Establishment of Joint Stock Companies
I. Introduction
II. Issues concerning promoters
III. Establishment of the JSCs
IV. Foreign invested JSCs
V. Liabilities for an invalid incorporation
Chapter 6: Shareholders' Meeting
I. Issues of corporate governance
II. Shareholders' meeting
Chapter 7: Directors and Board of Directors
I. Creation of directors
II. Duties of directors
III. Rights of directors
IV. The BOD
V. Managers
Chapter 8: Board of Supervisors
I. Legal status and powers
II. Establishment of the BOS
III. Remaining problem: Supervisors versus independent directors
Chapter 9: Other Organs
I. Workers' roles in corporate governance
II. Role of the Communist Party of China
III. Company secretaries
Chapter 10: Corporate Finance
I. Definition of capital
II. Legal meanings of corporate capital
III. Basic principles of corporate capital
IV. Formation of corporate capital
V. Issuance and classification of shares
VI. Company bonds
VII. Distribution of profits
VIII. Remaining issues
Chapter 11: Merger and Acquisition
I. Introduction
II. The possibility of M&A in China
III. Obstacles to foreign involved M&As
IV. The legal issues on foreign involved M&As
V. Forms of mergers
VI. Acquisitions
VII. Limitations on mergers
VIII. Procedures for mergers
IX. Takeover and corporate control transactions
XI. Division of companies
Chapter 12: Bankruptcy Proceedings
I. Introduction
II. Chinese bankruptcy law
III. Liquidation of FIEs
IV. Remaining issues
V. Conclusion
Chapter 13: Future Chinese Company Law
I. Chinese company law should be improved quickly
II. China should adopt a unified company law
Index
Gu Minkang was born and educated in Shanghai, China. He earned his bachelor of law (1980–1984) and master of law degrees (1984–1987) from the East China University for Politics and Law. He was then a lecturer in law for five years at that university. He is now an associate professor, teaching Chinese and common law, at the City University of Hong Kong. He has also spent a year as visiting fellow at the Faculty of Law of the Ruhr University (Bochum, Germany), earned his doctor of jurisprudence degree at Willamette University College of Law (Oregon, USA) and a master of European business law degree at Aix-Marseille University (Aix-en-Provence), France.
"With the commencement of economic reform in China and the subsequent dramatic growth in its economy and private enterprise, company law has become of great importance. In this pioneering and comprehensive study, the author provides a clear picture of the major topics in Chinese company law." — Abstracts of Public Administration, Development, and Environment
